<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934. For the quarterly period ending March 31, 1999.
Or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934. For the transition period from _____ to _____.
Commission file number
000-25839
IMPLANT SCIENCES CORPORATION
(Exact name of registrant as specified in its charter)
Massachusetts 04-2837126
- ------------------------------------ ---------------------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification number)
107 Audubon Road, #5 Wakefield, MA 01880
- ------------------------------------ --------------------------
781-246-0700
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report.)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days. YES X NO
---- ----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock:
Class Outstanding at March 31, 1999
Common Stock, $.10 par value 4,069,320
This document consists of 13 pages.
<PAGE> 2
IMPLANT SCIENCES CORPORATION
INDEX
<TABLE>
<CAPTION>
Page No.
PART I. FINANCIAL INFORMATION
<S> <C> <C>
Item 1. Financial Statements:
Condensed Balance Sheets as of June 30, 1998 and March 31,1999 (unaudited) 3
Condensed Statement of Operations for the three months ended March 31, 1998 and 1999
and the nine months ended March 31, 1998 and 1999 (unaudited) 4
Condensed Statement of Cash Flows for the nine months ended March 31, 1998 and 1999
(unaudited) 5
Notes to Condensed Financial Statements (including data applicable to
unaudited periods) 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 7
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 2. Changes in Securities and Use of Proceeds 13
Item 3. Defaults upon Senior Securities 13
Item 4. Submission of Matters to a vote of Security-Holders 13
Item 5. Other Information 13
Item 6. Exhibit and Reports on Form 8-K 13
Signatures 14
</TABLE>
2
<PAGE> 3
IMPLANT SCIENCES CORPORATION
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CONDENSED BALANCE SHEET
<TABLE>
<CAPTION>
June 30, March 31,
1998 1999
ASSETS (audited) (unaudited)
------------------ -----------------
<S> <C> <C>
Current assets:
Cash $ 311,189 $100,037
Accounts receivable, less allowances of $2,000 388,235 512,846
Inventories 31,338 121,080
Deferred income taxes 18,000 18,000
Refundable income taxes 118.781 48,285
Prepaid expenses 3,746 1,289
---------- ---------
Total current assets 871,289 801,537
Property and equipment, at cost:
Machinery and equipment 1,314,850 1,699,003
Leasehold improvements 62,553 69,346
Computers and software 36,335 46,022
Furniture and fixtures 49,833 59,895
Motor Vehicles 14,822 14,822
Leased property under capital lease 28,360 28,360
---------- ---------
1,506,753 1,917,448
Less accumulated depreciation (692,808) (778,240)
---------- ---------
Net property and equipment 813,945 1,139,208
Other assets:
Patent costs, net of accumulated amortization of $15,699
at June 30, 1998 and $19,629 at March 31, 1999 117,738 134,940
Other noncurrent assets, primarily offering costs 363,511 926,134
---------- ---------
481,249 1,061,074
========== ==========
Total Assets $2,166,483 $3,001,819
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Revolving line of credit $ - $ 105,000
Accounts payable 107,359 176,812
Accrued Expenses 567,435 902,296
Current portion of long-term debt 50,278 173,611
Obligations under capital lease 5,074 5,672
---------- ---------
730,146 1,363,391
Long term liabilities:
Long-term debt, net of current portion 224,491 633,450
Obligations under capital lease 22,090 18,086
Deferred income taxes 12,300 12,300
---------- ---------
258,881 663,836
Stockholders' equity:
Common stock, $0.10 par value; 6,500,000 authorized and
622,613 outstanding at June 30, 1998 and 20,000,000
authorized and 4,069,320 outstanding at March 31,
1999 62,261 474,754
Additional paid in capital 1,380,555 979,734
Retained earnings (accumulated deficit) (265,360) (479,896)
---------- ---------
Total Stockholders' Equity 1,177,456 974,592
========== ==========
Total Liabilities and Stockholders' Equity $ 2,166,483 $ 3,001,819
============ ===========
</TABLE>
The accompanying notes are an integral part of these financial
statements.
3
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IMPLANT SCIENCES CORPORATION
PART I. FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued)
CONDENSED STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------ -----------------
March 31, March 31, March 31, March 31,
1998 1999 1998 1999
------------- ------------- -------------- -------------
<S> <C> <C> <C> <C>
Revenues:
Product and contract research revenues
Medical $ 489,068 $540,167 $ 1,626,225 1,665,067
Semiconductor 192,816 136,413 501,984 361,584
------------- ------------- -------------- -------------
Total revenues 681,884 676,580 2,128,209 2,026,651
Costs and expenses:
Cost of product and contract research revenues 406,086 427,562 1,297,352 1,216,896
Research and development 88,816 140,341 233,433 298,639
Selling, general and administrative 212,322 255,747 614,453 726,496
------------- ------------- -------------- -------------
Total costs and expenses 707,224 823,650 2,145,238 2,242,031
Operating income (loss) (25,340) (147,070) (17,029) (215,380)
Other income (expense)
Interest income 4,491 4,158 14,988 9,474
Interest expense (1,972) (17,102) (8,007) (45,330)
Other 1,494 - 4,482 -
------------- ------------- -------------- -------------
Income (loss) before provision (benefit) for income
Taxes (21,327) (160,014) (5,566) (251,236)
Provision (benefit) for income taxes (9,400) - 1,687 (36,700)
============= ============= ============== =============
Net income (loss) $ (11,927) $ (160,014) $(7,253) $ (214,536)
============= ============= ============== =============
Net income (loss) per share - basic $ 0 .00 $ (0.04) $ 0.00 $ (0.06)
============= ============= ============== =============
Net income (loss) per share - diluted $ 0.00 $ (0.04) $ 0.00 $ (0.06)
============= ============= ============== =============
Weighted average common shares outstanding used
for basic earnings per share 3,735,678 4,069,320 3,452,598 3,854,892
============= ============= ============== =============
Weighted average common shares outstanding used
for diluted earnings per share 3,735,678 4,069,320 3,452,598 3,854,892
============= ============= ============== =============
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<PAGE> 5
IMPLANT SCIENCES CORPORATION
PART 1. FINANCIAL INFORMATION (continued)
Item 1. Financial Statements (continued)
CONDENSED STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
-----------------
March 31, March 31,
1998 1999
---------------- ----------------
<S> <C> <C>
Cash Flows Operating Activities:
Net income (loss) $ (7,253) $ (214,536)
Adjustments to reconcile net income (loss) to net cash provided by (used
in) operating activities:
Depreciation and amortization 74,122 89,058
Deferred income tax provision (benefit) (10,500) -
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable (69,633) (124,611)
(Increase) decrease in Inventories (4,006) (89,742)
(Increase) decrease in prepaid income taxes - 70,496
(Increase) decrease in prepaid expenses (13,915) 2,457
(Increase) decrease in other noncurrent assets (270,277) (562,319)
Increase (decrease) in accounts payable (10,396) 69,453
Increase (decrease) in accrued expenses 78,968 334,861
---------------- -----------------
Net cash (used in) provided by operating activities (232,890) (424,883)
Cash Flows Used in Investing Activities:
Redemption (purchase) of short-term investments 197,729 -
Purchase of property and equipment (315,699) (410,695)
Capitalized patent costs (22,192) (21,132)
---------------- -----------------
Net cash used in investing activities (140,162) (431,827)
Cash Flow Used in Financing Activities:
Proceeds from common stock 157,938 11,672
Proceeds from long-term debt - 548,015
Repayments of long-term debt (24,885) (19,129)
Proceeds from revolving credit line - 105,000
Repayments of revolving credit line (210,000) -
---------------- -----------------
Cash provided by (used in) financing activities (76,947) 645,558
Net increase (decrease) in cash (449,999) (211,152)
Cash at beginning of year 683,076 311,189
================ =================
Cash at end of year $ 233,077 $ 100,037
================ =================
Supplemental disclosures of cash flow information:
Interest paid $ 8,008 $ 45,330
Income taxes paid $ 98,393 -
Forgiveness of obligation to stockholders $460,573 -
</TABLE>
See notes to unaudited condensed financial statements.
5
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IMPLANT SCIENCES CORPORATION
PART 1: FINANCIAL INFORMATION (continued)
ITEM 1: FINANCIAL STATEMENTS (continued)
CONDENSED NOTES TO FINANCIAL STATEMENTS
(Information as of March 31, 1999 and for the three and nine
months ended March 31, 1998 and 1999 is unaudited.)
1. Description of Business
Implant Sciences Corporation is a provider of patented and proprietary
surface modification services to the medical device and semiconductor
industries. Ion implantation and thin film coating techniques are utilized to
enhance the surfaces for orthopedic implants (hip and knee total joint
replacements), to implant radioactive material into prostate seeds and coronary
stents, coatings on guidewires, stents and catheters for interventional
cardiology devices, and ion implantation of electronic dopants for the
semiconductor industry. The Company's principal markets are the orthopedic,
interventional cardiology and semiconductor markets.
During 1998 and 1999, the Company incurred operating losses and
utilized significant cash to fund operations. During this time the Company
increased its cash expenditures to develop its new products, increase capacity
and equipment and increase sales and marketing capabilities in anticipation of
FDA approval for its radioactive prostate seed (which was obtained on May 26,
1999) and radioactive stent products. The Company has been utilizing its
credit facilities and cash and cash equivalents to finance operations. In
order to be better positioned to achieve its strategic objectives, the Company
is attempting to obtain equity financing through an initial public offering of
its common stock.
The Company has experienced delays in completing its initial public
offering. Accordingly, the Company has implemented a number of programs to
reduce its use of cash, including operating expense reductions, while it
actively attempted to complete its initial public offering. The Company
believes that these programs will continue until such time as additional
sources of financing are obtained. Management of the Company has outlined and
implemented a plan of action to ensure that the Company has adequate sources of
cash to meet its working capital needs for at least the next twelve months.
The key elements of the plan are as follows:
o Further operating expense reductions to eliminate certain expenditures
which are not critically essential to achieving critical business
objectives at this time (e.g., temporary personnel, use of outside
consultants, discretionary spending).
o Timing of new product development expenditures has been closely tied
to timing of anticipated financing.
o Continued pursuit of government research grants.
6
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IMPLANT SCIENCES CORPORATION
PART 1: FINANCIAL INFORMATION (continued)
ITEM 1: FINANCIAL STATEMENTS (continued)
o Pursuit of financing alternatives including bank financing, strategic
alliances, and capital contributions by management.
As a result of the above actions, management believes that its existing
cash resources and credit facilities should meet working capital requirements
over the next twelve months. However, unanticipated decreases in revenues,
increases in expenses or further delays in the process of obtaining equity
financing, may adversely impact the Company's cash position and require further
cost reductions.
2. Interim Financial Statements
The financial information for the three months ending March 31, 1998
and 1999, and for the nine months ended March 31, 1998 and 1999, is unaudited
but includes all adjustments (consisting only of normal recurring adjustments)
which the Company considers necessary for a fair presentation of the financial
position at such date and of the operating results and cash flows for these
periods. The results of operations and cash flows for the nine months ended
March 31, 1998 and 1999 are not necessarily indicative of results that may be
expected for the entire year. This form 10-Q should be read in conjunction
with the audited financial statements which are included in the registration
statement form SB-2 filed on June 9, 1999.
3. Impact of Recently Issued Accounting Standards
In June 1997, the Financial Accounting Standards Board (FASB) issued
Statement No. 130, Reporting Comprehensive Income and Statement No. 131,
Disclosures About Segments of an Enterprise and Related Information. Statement
No. 130 establishes standards for the reporting and display of comprehensive
income and its components. Statement No. 131 establishes standards for public
companies to report information about operating segments in financial
statements. It also establishes standards for related disclosures about
products and services, geographic areas, and customers. Statement 131 is
effective for financial statements for fiscal years beginning after December
15, 1997, and therefore the Company will adopt the new requirements
retroactively in 1999. Under Statement 131 the Company believes that it will
operate in one business segment. Accordingly, the Company does not anticipate
that the adoption of this statement will have a significant effect on the
Company's disclosures. Statement 130, which will be adopted in 1999, will not
have a significant impact on the Company's disclosures.
4. Earnings per Share
In 1998, the Company adopted the provisions of Statement of Financial
Accounting Standards No. 128, Earnings per Share. This Standard revises
certain methodology for computing earnings per common share (EPS) and requires
the reporting of two earnings per share figures: basic earnings per share and
diluted earnings per share. Basic earnings per common share are computed by
dividing net income by the weighted-average number of common shares
outstanding. Diluted earnings per share are computed by dividing net income by
the sum of the weighted-average number of common
7
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IMPLANT SCIENCES CORPORATION
PART 1: FINANCIAL INFORMATION (continued)
ITEM 1: FINANCIAL STATEMENTS (continued)
shares outstanding plus the dilutive effect of shares issuable through
the exercise of stock options (common stock equivalents).
5. Subsequent Events
On June 8, 1999 the Company amended and restated its Article of
Organization. The amendment, among other things, included the following:
o The Board of Directors and Stockholders declared a 6-for-7
reverse stock split of its Common Stock.
o The Board of Directors and Stockholders increased the authorized
Common Stock, affected by the reverse stock split, from 17,142,857
to 20,000,000.
Except for historical share amounts in the accompanying balance sheet
and statement of changes in stockholders' equity, the Company has
restated all historical share and per-share data to give retroactive
effect to the 6-for-7 reverse stock split. Upon return of the shares,
par value of the shares returned will be transferred to additional
paid-in-capital from Common Stock.
8
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IMPLANT SCIENCES CORPORATION
PART 1: FINANCIAL INFORMATION (continued)
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Three months ended March 31, 1999 and 1998
Revenues. Total revenues were relatively flat at $677,000 in the
three months ended March 31, 1999 from approximatley $682,000 in the three
months ended March 31, 1998. Less than 5% of all revenues were derived from
foreign sources.
The Company's two major customers, the Howmedica/Osteonics Division of
Stryker Corporation and Biomet, Incorporated, accounted for 56.2% and 6.5%
respectively, of revenue for the three months ended March 31, 1999 and 44.4% and
5.6% in the three months ended March 31, 1998. The Company's government
contract and grant revenue accounted for 8.6% and 10.6% of revenue for the
three months ended March 31, 1999 and 1998, respectively.
Cost of Product and Contract Research Revenues. Cost of product and
contract research revenue increased to approximately $428,000 from
approximately $406,000 for the three months ended March 31, 1999 and increased
as a percent of revenues to 63.2% from 59.6% in the same periods. This
increase in cost is primarily attributable to expenses associated with quality
systems and regulatory matters in preparation for our FDA 510k pre-market
clearance.
Research and Development. Research and development expenses increased
to approximately $140,000 from approximately $89,000 in the three months ended
March 31, 1999, a 58.0% increase, due to product development. The Company
anticipates in future periods its research and development expenses will
continue to increase in total dollars expended as a result of its new product
development plans.
Selling, General and Administrative. Selling, general and
administrative expenses increased to approximately $256,000 from approximately
$212,000 in the three months ended March 31, 1999. The 20.4% increase in
selling, general and administrative expenses is primarily attributable to
increased personnel, particularly the development of a senior management team.
The Company anticipates that in future periods its selling, general and
administrative expenses will increase in total dollars expended as a result of
its plans to commercialize new products.
9
<PAGE> 10
IMPLANT SCIENCES CORPORATION
PART 1: FINANCIAL INFORMATION (continued)
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (continued)
Nine months ended March 31, 1999 and 1998
Revenues. Total revenues decreased to approximately $2,026,000 in the
nine months ended March 31, 1999 from approximately $2,128,000 in the nine
months ended March 31, 1998. The 4.8% decrease was primarily attributable to
soft semiconductor sales and a decrease in government contract and grant
revenue as three Phase I contracts reached completion during the nine months
ended March 31, 1999. These decreases were offset by a 16% increase in
orthopedic and interventional cardiology medical revenues. Less than 5% of all
revenues were derived from foreign sources.
The Company's two major customers, the Howmedica/Osteonics Division of
Stryker, Corporation and Biomet, Incorporated, accounted for 54.3% and 7.8%,
respectively, of revenue in the nine months ended March 31, 1999 and 43.9% and
6.4% respectively, in the nine months ended March 31, 1998. The Company's
government contract and grant revenue accounted for 10.8% and 18.5% of revenue
for the nine months ended March 31, 1999 and 1998, respectively.
Cost of Product and Contract Research Revenues. Cost of product and
contract research revenues decreased to approximately $1,217,000 from
approximately $1,297,000 for the nine months ended March 31, 1999 and decreased
as a percentage of revenues to 60% from 61% in the same periods. This decrease
in cost is primarily attributable to a reduction in costs of materials and
government contract and grant related costs.
Research and Development. Research and development expenses increased
to approximately $299,000 from approximately $233,000 in the nine months ended
March 31, 1999, a 28.3% increase, due to product development. The Company
anticipates in future periods its research and development expenses will
continue to increase in total dollars expended as a result of its new product
development plans.
Selling, General and Administrative. Selling, general and
administrative expenses increase to approximately $726,000 from approximately
$614,000 in the nine months ended March 31, 1999. The 18.2% increase in
selling, general and administrative expenses is primarily attributable to
increased personnel, particularly the development of a senior management team.
The Company anticipates that in future periods its selling, general and
administrative expenses will increase in total dollars expended as a result of
its plans to commercialize new products.
Liquidity and Capital Resources. As of March 31, 1999 the Company had
approximately $100,000 in cash in the form of checking and money market
accounts. The Company also had a $300,000 revolving line of credit from a
commercial bank at a rate of prime plus one percent, of which $195,000 was
available at March 31, 1999. This line of credit expires on September 30,
1999. The Company also has a term loan and an equipment purchase facility with
a commercial bank, under which approximately $57,000 and $750,000,
respectively, were outstanding at March 31, 1999. Under the provisions of its
Loan Agreement, the Company is required to maintain compliance with certain
financial covenants, including debt service coverage, minimum levels of net
worth and restrictions on indebtedness. At June 30, 1998, the Company's debt
service coverage and net worth was less than the required amounts. The
Company's bank waived its rights under the Loan Agreement with respect to
compliance with these
10
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IMPLANT SCIENCES CORPORATION
PART 1: FINANCIAL INFORMATION (continued)
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (continued)
required to maintain compliance with certain financial covenants,
including debt service coverage, minimum levels of net worth and restrictions
on indebtedness. At June 30, 1998, the Company's debt service coverage and net
worth was less than the required amounts. The Company's bank waived its rights
under the Loan Agreement with respect to compliance with these financial
covenants at June 30, 1998. At September 30, 1998 the Company met all of its
financial covenants. In December 1998, the Company's bank changed its loan
compliance requirements from a quarterly basis to an annual basis. The bank
now measures compliance annually, consistent with the Company's fiscal year
end. Accordingly, amounts payable under the Loan Agreement are classified as
long-term in the accompanying balance sheet.
During the nine months ending March 31, 1999, operating activities used
cash of approximately $425,000 due principally to the payment of operating
expenses and offering costs and an increase in accounts receivable.
During the nine months ending March 31, 1999, investing activities used
cash of approximately $432,000. Net cash used by investing activities included
$411,000 purchases of property and equipment and $21,000 of patent fees.
Although the Company does not have significant capital commitments, the Company
intends to make significant investments over the next several years to support
the development and commercialization of its new products and the expansion of
its manufacturing equipment.
During the nine months ended March 31, 1999, financing activities
provided approximately $646,000 in cash. Net cash provided by financing
activities primarily includes proceeds from an equipment loan and line of
credit.
The Company plans to further increase its expenditures to complete
development and commercialize its new products, to increase its manufacturing
capacity, to ensure compliance with the FDA's Quality System Regulations and to
broaden its sales and marketing capabilities.
The Company is currently conducting an Initial Public Offering and
anticipates that the proceeds of the Offering and interest thereon, together
with existing cash and cash equivalents, will be sufficient to fund its
operations and planned new product development, including increased working
capital expenditures, through at least the next 18 months.
During 1998 and 1999, the Company incurred operating losses and
utilized significant amounts of cash to fund operations. During this time the
Company increased its cash expenditures to develop its new products, increase
capacity and equipment and increase sales and marketing capabilities in
anticipation of FDA approval for its radioactive prostate seed (which was
obtained on May 26, 1999) and radioactive stent products. The Company has been
utilizing its credit facilities and cash and cash equivalents to finance
operations. In order to be better positioned to achieve its strategic
objectives, the Company is attempting to obtain equity financing through an
initial public offering of its common stock.
The Company has experienced delays in completing its initial public
offering. Accordingly, the Company has implemented a number of programs to
reduce its use of cash, including operating expenses reductions, while it
actively attempted to complete its initial public offering. The Company
believes that these programs will continue until such time as
11
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IMPLANT SCIENCES CORPORATION
PART 1: FINANCIAL INFORMATION (continued)
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (continued)
additional sources of financing are obtained. Management of the Company has
outlined and implemented a plan of action to ensure that the Company has
adequate sources of cash to meet its working capital needs for at least the
next twelve months. The key elements of the plan are as follows:
o Further operating expense reductions to eliminate certain
expenditures which are not critically essential to achieving
critical business objectives at this time (e.g., temporary personnel,
use of outside consultants, discretionary spending).
o Timing of new product development expenditures has been closely tied
to timing of anticipated financing.
o Continued pursuit of government research grants.
o Pursuit of financing alternatives including bank financing,
strategic alliances, and capital contributions by management.
As a result of the above actions, management believes that its existing
cash resources and credit facilities should meet working capital requirements
over the next twelve months. However, unanticipated decreases in revenues,
increases in expenses or further delays in the process of obtaining equity
financing, may adversely impact the Company's cash position and require further
cost reductions.
Year 2000 Compliance
As the year 2000 approaches, it is generally anticipated that certain
computers, software and other equipment utilizing microprocessors may be unable
to recognize or properly process dates after the year 1999 without software
modification. The Company has evaluated this potential issue with respect to
its software, equipment, financial systems and suppliers. Expenditures by the
Company to date in connection with year 2000 compliance have not been material,
and the Company does not believe the year 2000 problem will have any material
adverse effect on its business, operations or financial condition.
12
<PAGE> 13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Not Applicable
Item 1. Changes in Securities and Use of Proceeds
Changes in securities and use of proceeds has not changed as the
Initial Public Offering has not yet been completed.
Item 3. Defaults Upon Senior Securities
Non Applicable
Item 4. Submission of Matters to a Vote of Security-Holders
On June 8, 1999 the Company amended and restated its Articles of
Organization. The amendment, among other things, included the
following:
* The Board of Directors and Stockholders declared a 6-for-7
reverse stock split of its Common Stock. There were 3,985,320
shares cast in favor of this amendment and 84,000 shares withheld.
* The Board of Directors and Stockholders increased the
authorized Common Shares, affected by the reverse stock split,
from 17,142,857 to 20,000,000 shares. There were 3,951,678 shares
cast in favor of this amendment, 33,642 shares abstained and
84,000 shares withheld.
Item 5. Other Information
Not Applicable
Item 6. Exhibits and Reports on Form 8-K
(A). Exhibits
* All exhibits are incorporated by reference, as filed on June 9,
1999, Registration Number 333-64499
(B) Reports on Form 8-K
* The registrant has filed no reports on form 8-K during the
quarter ended March 31, 1999
13
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IMPLANT SCIENCES CORPORATION
PART II: OTHER INFORMATION
- --------------------------------------------------------------------------------
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Implant Sciences Corporation
Date: June 14, 1999 /s/ Anthony J. Armini
----------------------------------
Anthony J. Armini
President and CEO
Date: June 14, 1999 /s/ Darlene M. Deptula-Hicks
----------------------------------
Darlene M. Deptula-Hicks
Vice President and Chief Financial
Officer (Principal Financial and
Accounting Officer)
14
